The goal of this contract is to allow a business to pay distributions in the simplest possible manner, without requiring any detailed personal information about the recipients of those distributions. The tokens are tied to a centralized legal contract that specifies the obligations of the business. This written contract can specify additional terms, such as the smart contract’s relationship to an underlying security and the rights of the token holder vis a vis the issuing entity.
Note that each business launches and controls their own contract. They do not participate in a central contract.
This code has not been audited and Cooperativ Labs makes no guarentees about it's functionality or security. Comments and bug reports are most welcome.
- Thanks to Algorand Foundation for their grant supporting this project.
- Built with Reach.sh
Alice whats to distribute shares of Syndication LLC shares as tokens, so she deploys a Distribution Capable smart contract to Algorand. This smart contract must be tied to a legal contract that describes the investment in legal terms. To create this linkage, Alice creates a hash of the legal text, and publishes it to the smart contract. Alice’s investors send her money, and she allocates to them the appropriate number of share tokens.
Syndication LLC sometimes earns money (from rent, for example), and Alice wants to distribute a portion of these earnings to her investors. She does so by sending the total amount she wants to distribute (in USDCa*) to the Manager contract. Doing so automatically sends a proportional amount of this distribution to each of the tokens (the USDCa appears in the wallet of the token holder).
We are using Reach Programming Language to develop the smart contract and then compile to javascript file and/or TEAL or Solidity for eventual contract deployment. The following are the functions available via this smart contract:
Add Investor to Whitelist addWL(approvedInvestor) – This is a restricted function that takes in one argument (approved investor's wallet address), and is used to update the list of verified and vetted investors eligible to receive share token and distribution or backing tokens from the Central Contract. Only contract creator or contract manager can use this function. In the Future, we plan to allow Contract Creator to delegate access to this API.
Remove Investor from Whitelist remWL(disapprovedInvestor) – This is a restricted function that takes in one argument (disapproved investor's wallet address), and is used to update the list of verified and vetted investors eligible to receive share token and distribution or backing tokens from the Central Contract. Only contract creator or contract manager can use this function. In the Future, we plan to allow Contract Creator to delegate access to this API.
Claim Share Token cST() - This is a restricted function (takes in no argument) for allowing verified investors to claim their share tokens that contract creator has allocated to them on the Central Contract. Only whitelisted addresses can use this API. Take note that for Algorand consensus network, no “claim share token” is needed, as investors automatically receive their share tokens viewable via a custom wallet / or via Cooperativ's front end.
Claim Backing Token cBT() - This is a restricted function (takes in no argument) for allowing verified investors to claim their backing tokens that has been allocated to them via the distribution algorithm on the Central Contract. Only whitelisted addresses can use this API.
Allocate Share Token aST(contractManager, approvedInvestor, tokenAmount) - This is a restricted function for allocating specific amount of share tokens to each investor. This will typically happen after the investor has paid for (or earned) their shares. Only contract creator can use this API. This function takes in three arguments - (i) the contract manager's address (ii) the investor's address that share token is being allocated to (iii) the amount of share token to be allocated
Distribute Backing Token dBT(tokenAmount) - This is a restricted function for paying an amount of Backing Token into the Central Contract, and notifying the central contract to allocate distributions to investors on the whitelist (based on percentage determined by distribution algorithm on the Central Contract). Only contract creator/manager can use this API. This function takes in one argument - (i) amount of backing tokens to be distributed to all investors
Allocate Backing Token aBT(investorAddress) - This is a restricted function that contract creator/manager can use to allocate backing tokens (based on percentage determined by distribution algorithm on the Central Contract). These allocated tokens can later be claimed by the investor. This is only used when some investors are too lazy to come and claim their backing tokens. This function takes in one argument - (i) the address of the investor that backing tokens should be allocated to.
Change Contract Manager cCM(managerAddress) - This is a restricted function for changing the manager of the Central Contract. By default, the contract manager would be the contract creator. Only contract creator (or eventually a contract manager) can use this API. This function takes in one argument - (i) the address of the new manager of the contract.
Opt In to Central Contract optIn() - This is an unrestricted function for allowing any address to opt into the contract before contract manager can add such an address to the whitelist. This function takes in no argument.
Update Legal Contract Hash docHash(hash) - This is a restricted function for adding immutable legal document hash associated with share tokens to the manager contract. Only contract creator (or eventually a contract manager) can use this API This function takes in the document hash as an argument.
Add Cooperativ ID addCoopId(id) - This is a restricted function for adding Cooperativ ID to the manager contract. Only contract creator (or eventually a contract manager) can use this API This function takes in string (Bytes(36)) has as an argument, and returns boolean true.
Initiate Swap initSwap(amount, price(do not parse currency; do not add six zeros), shareIssuanceType)) - This is a function for creating or initiating sale or swap. Only contract creator (or eventually a contract manager) can use this API if the shareIssuanceType is set to true. Any approved investor can use this function if the shareIssuanceType is set to false. This function takes in three arguments (amount of share tokens to be sold, price of each token to be sold, and a boolean that specifies if the swap is a sale or share issuance by the syndicator/contract creator/contract manager). The function returns a boolean true if the call succeeds.
Cancel Swap cancelSwap() - This is a restricted function for ending or canceling a pending sale by syndicator or a proposed swap by an approved investor. Any approved investor can cancel only his/her pending swap. This function takes in no argument, and returns a boolean true if the call succeeds.
Approve Swap approveSwap(address) - This is a restricted function for the Syndicator to approve a proposed swap. Only contract creator or contract manager can use this API. This function takes in one argument (address of the initiator of the swap). The function returns a boolean true if the call succeeds..
Complete Swap completeSwap(address, amount) - This is a restricted function for buying share tokens from an open sale or from an initiated swap. Only contract creator/manager or whitelisted investors can use this API. This function takes in two arguments (address of the initiator of the swap, and amount of shares to be purchased). The function returns a boolean true if the call succeeds..
Claim Swap Proceeds claimSwapProceeds() - This is a restricted function for claiming ALL proceeds (not yet claimed) from all purchases from open sale and/or swaps. Any approved investor or contract creator(manager) can use this API, provided there are pending proceeds to claim. This function takes in no argument, and returns a boolean true if the call succeeds.
Total Share Token, Total Backing Token, Number of Distributions totSTBTD() - This view shows the total amount of Share Token and Backing Token distributed, and the number of distributions conducted. It accepts no arguments and returns an Array.
Whether Sale is Locked saleLocked() - This view shows whether share holders can transfer shares. It accepts no arguments and returns true or false.
Show Unclaimed Tokens per Investor claimSTBT(walletAddress) - This view shows the number of Share Token and Backing Token a given investor had not yet claimed. It takes an investor's wallet address and returns [shareToken, backingToken]. (note: on Shares are claimed automatically on Algorand)
Show Claimed Tokens Per Investor totSTBTDRec(walletAddress) - This view shows the number of Share Tokens and Backing Tokens the investor has recieved (excluding those she has not yet claimed), and the number of distributions she has accepted. It takes the investor's wallet address and returns [shareToken, backingToken, numDistributions]. (note: on Shares are claimed automatically on Algorand)
White List Member wlMember(walletAddress) - This view shows whether a given wallet address is on the contract's whitelist. It takes an investor's wallet address and returnes true or false.
Hash of linked Legal Contract vHash() - This accepts no arguments and returns array ['some/none', [documentHash, hashNumber, blockNumber]]. documentHash represents the stored document hash. hashNumber represents the number of times hash has been changed. blockNumber represents the Algorand chain consensus time (transaction block) when the hash is being stored.
Smart Contract Version vcVersion() - This accepts no arguments and returns array [[some/none, [contractVersion, cooperativId]] .
Backing Token Balance vBtBal() - This accepts no arguments and returns array [some/none, [btBalance, btID]].
Show Contract Creator and Contract Manager vCcCm() - This accepts no arguments and returns array ['some/none', [contractCreator, contractManager]].
Check if Investor is Opted In vOptedIn(Address) - This function accepts investor address as an argument, and returns array [some/none, Boolean].
View Current Swap Details vCurrSwap(address) - This function takes in one argument (address of swap initiator), and returns array [some/none, { qty: BigNumber, price: BigNumber, sold: BigNumber, status: 'initd', cumProceeds: BigNumber, shareIssuanceType: Boolean }]. cumProceeds represents backing token balance from all swaps or share token purchases. sold represents the amount of shares already sold so far in the current swap/sale. status represents the current status of each swap and it can have the following possible values: ----- which implies there is no current swap, initd which implies swap has been initiated by seller, apprv which implies that swap has been approved by the syndicator, partl which implies that some buyer(s) has/have bought some of the shares offered for sale/swap but there are still some shares remaining, and compl which implies that buyer has bought swap and swap has been completed.
TEAL Smart contracts (in /Central):
index.main.appApproval.teal: this is one of the intermediate teal files generated from compiling "index.rsh"index.main.appClear.teal: this is one of the intermediate teal files generated from compiling "index.rsh".index.main.appCompanion.teal: this is one of the intermediate teal files generated from compiling "index.rsh"..
- Install Reach
- Run
./reach compileand check the 'build' directory in your current folder